Ben 10 Omniverse
by AK1028
Summary: On Hiatus. Follow Ben, Rook, and my original character Alex Silverstein through the madness that is simply known as Omniverse. Hope to make this a re-write of the series. Will try to update every weekend. Multiple pairings involved which includes eventually Ben/OC (Alex, in this case). Please read and review! And always think outside of the box!
1. The More Things Change: Part I

**Ben 10 Omniverse**

_Summary: In all honestly, I don't like Ben 10 Omniverse. But I do like Rook. And I do like the idea of Ben having a team. So instead of just having Rook as a partner after Gwen and Kevin left, he gets a new team that includes Rook and my original character from the 'Ape Escape' video game, Alex Silverstein. Course, there are going to be several changes to the series (and pairings) as we go along. So let's get this started with the first episode._

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><p><span><strong>The More Things Change: Part I<strong>

An explosion rocked a forest as a four armed alien was battling another alien. This alien, was red in color and looked like it bonded with technology. The red one ran towards the four armed alien and then jumped into the air. The four armed alien quickly dodged it as the red alien hit the ground rather hard. The red alien made a stream of itself, hitting the four armed alien hard and into a far away tree. The four armed alien was stuck in a bunch of trees as the red alien came out of the forest and produced a laser. The four armed alien quickly jumped out of the debris as the laser destroyed it.

"Alright fine," the four armed alien as he pounded a fist with one of his hand. "I wanted to do this the easy way but the hard way is okay too." With that, it picked up a tree like it was nothing as a red alien jumped up. The alien shouted, "FOUR...Arms!"

The red alien dodged it and asked, "This...is _the great_ Ben Tennyson? Bearer of the Omnitrix? Saver of the uni..."

Before he could finish, the four armed alien knocked him out of the way with the use of the tree. The red alien hit a tree and out cold.

The four armed alien came over and answered, "And don't you forget it, buddy. You think you are the only Galavtic Melchamorph alien dealt with? It's gonna take a lot more to surprise me."

The Galavtic Melchamorph reached for the hourglass symbol on the four armed alien's right arm. He pressed it as a green light emerged from it. The red alien forced the four armed alien to the ground as it changed from a super strong alien to a regular eleven year old boy. This boy was none another than Benjamin _"Ben"_ Kirby Tennyson, the bearer of the Omnitrix - a device able to change anyone into any alien. (Within reason, of course.) Ben got off of the ground and saw he was back to normal.

He groaned, "Aw, man!"

Ben tapped on the Omnitrix, trying to change into an alien - any alien. But it wasn't working.

The red alien towered over him and asked, "Any last words or clever observations before I destroy you, Ben Tennyson?"

Ben answered, "Okay, if you are going to stand there blabbing at me, Malware, at least pop a breath mint, will ya?"

The red alien - Malware - seemed to narrow its eye as the Omnitrix's ring popped up. Hearing this, Ben slammed on the button turning into a new alien that he called Feedback, an electric user alien.

Feedback stated, "Oh yeah, Feedback!" Malware threw a punch but Feedback quickly dodged it. Malware threw another punch which Feedback blocked, kicking Malware away from him. Feedback shocked Malware, absorbing some of his energy. He released Malware, sending out a powerful wave of electricity. That knocked out Malware. Feedback shouted, "He shoots, he scores!"

With a flash of green light and some beeping, Feedback turned back into Ben while Ben was in mid-air. Ben landed on his butt but quickly recovered.

Ben shouted, "Yeah, you better run" as he rubbed his butt. It was gonna hurt in the morning...

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><p><em>Five Years Later...<em>

A now sixteen year old Ben Tennyson was running with his team which was formed of his cousin Gwendolyn _"Gwen"_ Tennyson and his best friend, Kevin Leven.

He shouted, "Yeah, you better run!"

The three of them had been chasing Zombozzo, who had stole a frozen brain of some sort. It was rather typical day as the team managed to capture Zombozzo. It was dawn when things finally quieted down.

Ben stated, "Come on, you have to admit that you love this stuff as much as I do. I can't believe you are really gonna leave."

Kevin replied, "Yeah, when you skip a few grades of high school if you had some brains."

With that, he tossed the brain at Ben, who caught it.

Ben told Gwen, "You know, there's plenty of colleges here in Bellwood you could go to."

Gwen responded, "Not quite the same as the ivy league." Ben lowered his head in sadness. He couldn't believe this was happening. She went over to him and added, "I told you, we've spent years saving the world. I just want to see what I've been saving."

Ben looked up and stated, "I know, I get it." He turned to Kevin and said, "Well, hurry back Kevin. I have enough of 202's to take on whatever the universe dishes out."

Kevin looked sad as he replied, "Uh, I'm not coming back Ben. I found a place near campus."

Ben asked, sadly, "So, this is goodbye?"

Gwen answered, "Of course not! Uh, there are holidays and then semester breaks. And besides, we're cousins. It's not like we're never gonna see each other again. Right?"

"Right," Ben stated, a bit cheered up.

As they all said their goodbyes, Ben felt emptiness and sadness. He knew that he was thee Ben Tennyson and everything but he didn't get to that point without his friends. And for that, he would always be grateful.

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><p>"You did what?!" Ben shouted as he came into Plumber Headquarters that afternoon.<p>

"I got you a new team," Max repeated, holding a paper.

Ben was about to protest but the base shook, causing a red alert. Ben headed out, telling everyone that he had this. Max told him to wait for backup and his new team but by that time, Ben was already gone. A few seconds later, two figures came in.

"I assume that was our team leader?" The one figure asked, clearly a male alien.

"Bad leader skills." The another figure answered, clearly a female human.

"Rook Blanko, Alexandra Silverstein." Max stated, approaching them.

Rook was the Revonnahgander alien. Rook is tall, with periwinkle-blue colored fur, black markings on his face, and pointed ears. The middle of his face, his chest and his stomach are white. He has black stripes on his shoulders, waist, lower legs and lower arms. He carries the Proto-Tool on his shoulder and wears very durable blue-and-black Proto-Tech Armor. Alexandra _"Alex"_ Jill Silverstein was the female human. She was medium height, with long blonde hair tied up in a high ponytail, green eyes, and pierced ears. She was wearing a pink blouse with a white lace on the long sleeves, light purple jeans, white slippers, and a golden necklace.

Rook saluted Max while Alex just smiled.

"Reporting for duty, Magistar Tennyson," Rook stated.

"Yeah, what he said," Alex added. "And please call me Alex."

"Alright," Max stated with a smile. "Rook, Alex. I want you two to go after my grandson and give him a hand."

"It will be an honor to help out thee Ben Tennyson, sir," Rook replied, trying to hide his excitement.

Alex, on the other hand, rolled her eyes. The girl was from a town called Middleridge which was just 50 miles south from Bellwood. She had came to the Plumbers to find her missing father, since none of her friends - including her twin sister Camyrn _"Cam"_ July Silverstein - was willing to help.

She told Rook, "Rook, chill will ya?"

Rook looked confused as he stated, "But...I am not cold."

Alex sighed out of annoyance as Max chuckled a bit. Alex reminded him so much of Ben but unlike Ben, Alex was more responsible and more mature.

Max commented, "Alright, now you two get going and catch up to Ben."

Rook saluted Max again as he stated, "Yes sir."

Alex gave a mock salute as she added, "You got it."

With that, the two of them headed out. Max smiled. He couldn't wait to see them in action together.

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><p>Meanwhile, Ben was in the crater - trying to figure out what happened. Unknown to him, he was being watched. The alien had put something on the alien dog's collar which made it transform into a monster with the sound of a whistle. The monster then went after Ben. Ben quickly got out of the pathway of the monster.<p>

Ben stated, "Whoa, I'm guessing you are the one that took down the building. Nice work."

The monster roared as Ben activated his Omnitrix, turning into Spidermonkey. The monster, using its horn, trapped Spidermonkey against the crater. Spidermonkey tried to cover the monster's mouth with its webs but it din't work. Instead, the webs went up to the top and brought down the rocks above. Spidermonkey got out of the rubble but so did the monster. Spidermonkey was able to shoot some of the web in its eyes, throwing it off. The monster was going to give another blow but retreated after hearing a whistle.

Spidermonkey commented, "Yeah, you better run!"

Ben turned back to normal as a small alien told him that some alien low lives were shaking down lowly business men.

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><p>Ben decided to check out a local alien store that he knew of in town. It was his only lead.<p>

"Alright Mr. Baumann," Ben said to the owner. "What do you know?"

He answered, "I know lots of things."

Ben questioned, "Anything about an alien protection racket in Bellwood?"

"Nope."

"So they haven't been coming around here?"

"Who's been coming around where?"

Ben sighed as he knew that this guy wasn't going to tell him anything. Especially when the owner was trying to push him out. Ben convinced the owner to let him stay. So Ben turned into Cannonbolt and sat down near a booth with stools. Two stools were already taken by two people sitting together. Just then, a few aliens came in, looking mean and nasty. They had a bomb with them, planning to destroy the place even after the owner gave them Tationite.

Cannonbolt got up as he stated, "Your days of intimidating people are over, Bubble Brain!"

With that, the slug fired laser fire at Cannonbolt as the owner quickly hid. The two bystanders that were sitting near Ben took off their cloaks, revelaing themselves to be Rook and Alex.

"Redspots," the chicken alien crowed.

Rook stated, "And you are busted."

With that, he started to fire his Proto-Tool at the woman in armor as the chicken alien went for Alex. Cannonbolt watched, interested, as she quickly avoided the two fists with a cartwheel, transforming in a flash of white light. She now was wearing a regal pink princess dress with a clear ribbon tied neatly around her waist. In her hand was a gold symbol as her ponytail was now two pig tails and there was a silver mask over her green eyes. The chicken alien tilted its head in confusion as Alex shocked it, placing her hands on its shoulders.

Alex commented, smirking, "Don't you know its not nice to touch a lady?"

Rook was still fighting as Cannonbolt ran over the slug creature by the bomb. But the bomb was already set and the slug alien ran off. Cannonbolt tried running into the shield protecting the bomb but this proved to be futile. Rook and Alex came over, seeing that the minions were coming to. Ben timed out and turned back to normal.

Ben asked them, "Who are you?"

Rook answered, "Rook Blanko and Alexandra Silverstein. Magistar Tennyson sent us."

Alex rolled her eyes as she stated, "Rook, I already told you. In this disguise, I am the Princess Ace. And my name is Alex."

Ben looked at Alex, in some sort of trance as he breathed, "Wow...you are quite...beautiful, er, strong."

Alex replied, "Uh...thanks?"

The owner snapped, "Can you three stop talking already?!"

"Yeah so we can beat you up," said the woman in armor.

Alex smirked as she stated, "I would like to see you try."

Ben got the Omnitrix ready and replied, "Rook, get the bomb deactivated. Alex and I will handle these guys."

With that, he slammed down the button and became a new alien - Bloxx. A bit panicked working with a new alien, Alex takes the lead and shocks the ground, making an electric pulse. The two minions are swept off their feet as Bloxx makes a cage around them. Alex looks at Bloxx, a bit impressed.

"Not bad," she stated.

"Same to you," Bloxx replied.

Meanwhile, Rook blew the side of the building off as he asked Ben and Alex to get the bomb outside. Alex flew over as she headed outside to make sure it was clear. Rook took the bomb as Bloxx made a slingshot and threw it into a building that had been abandoned. During the chaos, the two minions escaped and caught up with their leader. Ben and Alex turned back to normal as they saw a tunnel leading underground.

"We have to go after them, sir," Rook stated.

"Call me Ben, dude," Ben replied.

"Okay, Ben-dude," Rook responded.

Ben groaned in annoyance as Alex told him, "Now you know how I felt."

With that, the three of them headed underground following the troublemakers discovering a town called Undertown. Once again, Ben was being watched...

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><p><em>AK1028: Hope you all enjoyed the first episode of Ben 10 Omniverse. Please read and review! And always think outside of the box!<em>


	2. The More Things Change: Part II

**The More Things Change: Part II**

_Previously, on Ben 10 Omniverse..._

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><p>Ben stated to Gwen and Kevin, as they left, "I can't believe you are really gonna leave..."<p>

Ben asked an alien, "So this thing that destroyed your place...dissatisfied customer?"

The alien answered, "Hardly. Some of the low lives are shaking down us business men."

Rook was still fighting as Cannonbolt ran over the slug creature by the bomb. But the bomb was already set and the slug alien ran off. Cannonbolt tried running into the shield protecting the bomb but this proved to be futile. Rook and Alex came over, seeing that the minions were coming to. Ben timed out and turned back to normal.

Ben asked them, "Who are you?"

Rook answered, "Rook Blanko and Alexandra Silverstein."

Meanwhile, Rook blew the side of the building off as he asked Ben and Alex to get the bomb outside. Alex flew over as she headed outside to make sure it was clear. Rook took the bomb as Bloxx made a slingshot and threw it into a building that had been abandoned. During the chaos, the two minions escaped and caught up with their leader. Ben and Alex turned back to normal as they saw a tunnel leading underground. The three of them then headed underground following the troublemakers discovering a town called Undertown.

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><p><em>Currently...<em>

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><p>What Ben, Alex, and Rook did not know was the monster was a dog. A dog owned by someone named Khyber. They were too busy chasing down the aliens low lives.<p>

Rook commented, "They are too fast!"

Alex stated, "Not for long!"

With that, she transformed into the Princess Ace and quickly took off.

Ben was stunned as he asked, "Whoa! She can fly?!"

Rook answered, "Yes. With that transformation, she can use the magnetism of the Earth's electricity to fly."

Ben whispered, mostly to himself, "Who is she...?"

Alex was still airborne as she caught up to one of the aliens, the chicken one, electrifying the ground underneath its feet. The chicken alien instantly could not move as Rook came up and gave a good punch to the chicken alien. The chicken alien was down as Alex hovered above Rook for a second.

Alex stated, "That's one. Help me find the others."

Rook nodded as he replied, "Be glad to, Miss...er...Princess Ace."

Alex smiled as she responded, "You're learning, Rook. You're learning."

With that, she took Rook's hand as she threw him airborne. Rook saw the alien woman in armor, firing an energy arrow at her. She was stunned for a minute as Alex flew over and gave her a kick in the face before returning to normal. Ben caught up to the two of them, mega impressed.

"Wow," he commented. "And here I wasn't too thrilled about having a new team."

"We are still missing the low life leader," Rook stated.

"Don't worry, Rook," Alex replied, smiling. "We'll find him."

Ben approached Alex as he asked, "Wait. Princess Ace...Thee Princess Ace? From Middleridge? The electric heroine that stopped that mutant monkey attack five years ago with the Transformation Team?"

Alex blushed and answered, "You know of us?"

Ben stated, "Dude, I always wanted to meet you guys! You were just like me as a kid."

Alex giggled as she replied, "More or less."

Rook added, "Agreed, especially after learning about you in the Plumber Academy."

Ben asked, excited, "There's a class on me?"

Rook corrected, "Chapter and a half."

Ben was quickly deflated as he said, "Oh." He then looked at Alex and asked, "But what are you doing here?"

Alex answered, "Well, after turning sixteen, my father wounded up missing. While I wanted to go and find him, since he knows the most about the past and such, my team was so used to having normal lives that they just refused to help me. So, after a long search in my hometown, I came here to Bellwood to see if I could find him here. That;s how I met your grandfather. He was so impressed by my skills that he made me a Plumber with Rook as my partner."

Ben asked, "But what about everything you left back there? Your friends and family?"

Alex answered, "Honestly, the only one that really cares is my mom. So I call her often and such. As for friends, I can always make new ones here and I start school next week at Bellwood High."

Ben stated, "Wow, that's the same high school I go to."

Rook cleared his throat as he asked, "If you two are all caught up, may I suggest we find the other low life?"

Alex answered, "Right, sorry Rook. Guess my past caught up with me."

Ben stated, "Hey, for what's it worth, you guys did a great job."

Alex replied, as they started to look around Undertown, "Yeah but I never thought my own friends...and my twin sister...would betray me like that..."

Rook responded, "And I still cannot believe you have a twin sister."

"The Fantasy Knight, right," Ben guessed. "The one that always looked like you but with brown hair."

"That's her," Alex stated, tossing Ben her cell phone.

Ben asked, "What's this for?"

Alex answered, "Well, if we are going to be teammates and classmates, I am gonna need your phone number so I can catch up."

Ben smiled as he put in his number, tossing Alex her phone and his. Alex did the same, tossing Ben back his phone.

Rook looked confused as he questioned, "Is this some sort of Earth tradition?"

Ben answered, "It's called exchanging numbers, dude."

Alex stated, "Relax. He doesn't know a thing about Earth's cultures yet."

Rook replied, "I am trying to learn. But I think we should find that low life."

Alex asked Ben, "See what I mean?"

Ben laughed as his stomach growled. He admitted, "Guess all of this excitement made me forget I was hungry."

As they were looking around, Ben put a glass bowl on his head, making Alex laugh. Ben blushed a bit.

Rook started to say, "I know I am the newbie but Ben-dude..."

"Dude. Call. Me. Ben." Ben replied.

Rook corrected, "Ben." He then added, "Should we not go after that low life?"

Alex stated, "If there anything like the villains I have faced, the big bad will come and get us."

Ben nodded in agreement as he saw an alien selling octopus legs. While his stomach was growling loudly, he wasn't about to eat that. Besides, Rook was telling the seller that they were Plumbers which made the owner pack up and leave.

Ben groaned, "And that's why we don't act like cops."

Alex stated to Rook, "Try and dial it back."

Rook looked confused as he replied, "I do not have a cell phone, though, Miss Silverstein."

Alex was the one to groan now. Rook went to go ask questions as Ben and Alex looked around. They heard someone selling smoothies as Ben instantly went to go check it out. Alex followed behind, with the funny feeling that Ben was being watched. Just then, a monster appeared. Alex instantly transformed, ready to fight. The monster ran towards her and Ben as she shocked its feet...or tried to. The monster was moving so fast that it wasn't effected by the tiny shock. Rook pulled the kd and the balloon thing that he was talking to - instantly to safety.

"Alex, look out," Ben cried, pushing her to safety.

Alex landed on her butt as she looked up, seeing Ben getting trapped by the monster just as he hit the Omnitrix.

"Ben!" She cried, flying over to help.

Ben was alright but was transformed as Water Hazard.

Water Hazard groaned, "Oh great... Water Hazard..."

"Wait, did you say water," Alex asked, getting an idea.

Luckily enough for Water Hazard, he caught on to Alex's idea.

"Yeah," he answered, smiling. "I did." Water Hazard sprayed the monster with water as Alex shocked it. The monster was hurt as Rook came over and shot some energy arrows at it. But the monster shook it off like it was nothing. He groaned, "Aw man..."

As the three of them were trying to fight it off, Khyber had the monster retreat. Ben turned back to normal as did Alex.

Alex asked, "Where did it go?"

Rook answered, "Not to worry. My search turned up a lead."

Ben questioned, jokingly, "The balloon squealed?"

Alex giggled at that as the three of them went into a restaurant of sorts. Rook put on a mask as he entered, flashing his badge. The steam came out as Alex coughed a bit.

She whispered, "I hate being just a human with mutated DNA..."

Rook stated, "Appendages in the air."

All of the aliens looked at him as Ben turned into Terraspin to vent the toxic atmosphere so Alex could enter. The aliens started to cough without the poison gas.

Terraspin told him, "Cool it with the badge. We are not cops. Although, Alex and I are superheroes."

Alex coughed, "Not exactly a superhero..."

Terraspin was about to protest but he got to the Bubble Brain first. He demanded to know who was behind the shakedowns but the Bubble Brain told them that he would tell, when he got the helmet back.

Rook shrugged, "That seems fair."

Terraspin started to say, "Rook, wait!"

It was too late as Bubble Brain had his helmet back and fled the scene. Alex transformed as Rook got on Terraspin's back. The three of them went after him, knowing that it would lead them to the person that was behind all of this.

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><p>Meanwhile, some aliens were working on more bombs.<p>

The Bubble Brain managed to get there as he shouted, "Boss! Boss! Ben Tennyson is following me!"

Before his boss could reply; Ben, Rook, and Alex arrived. Ben and Alex turned back to normal as they were surrounded by aliens with plasma guns.

"Well, indeed it is Ben Tennyson," said a voice, VERY familiar to Ben.

"Psyphon," Ben blurted out.

"It seems my investigation lead us to your big bad," Rook stated, smirking a tad.

"Dude, so not cool," Alex replied.

"Well, it seems that we have a new team here," Psyphon responded, looking at Rook and Alex. He turned to Bubble Brain and added, "You lead Ben Tennyson right to me. I don't know whether to thank you...or kill you."

The Bubble Brain gulped, "Thank me?"

Psyphon brought out a blaster and blasted the Bubble Brain. After rambling a little bit, he ordered his lackeys to blast the three of them. Ben, Alex, and Rook all moved as Rook managed to cartwheel from laser fire. He kicked one of the lackeys as Alex also used cartwheels too. Ben, however, was just running from it. He finally got a chance to transform into Armodrillo. He used his drills to shake the ground as it destroyed a few bombs. Alex transformed as she overloaded the bombs with electricity, making them blow up.

Rook stated to a minion, "Forgive me, I do not have any witty remarks."

Armodrillo replied, "Don't force it, Rook. Let the wise crack come to you."

Alex added, "Should be easy with these idiots."

Psyphon managed to throw Armodrillo off and shot something and its drill. It made the drill go crazy as Armodrillo fought it the best he could. Psyphon explained the beam was able to throw off Armodrillo's nerves. Alex flew over, having left Rook behind as she shocked Psyphon.

Armodrillo cried out, "Princess Ace! Shock my drill!"

Alex started to protest, "But Ben..."

"Do it!" He insisted.

Alex bit her lips as she hesitantly shocked the drill with her most powerful electricity, turning the drill - and Ben back to normal. Alex caught Ben, who twitched from the shock. Psyphon was about to blow the both of them up when the monster reappeared and chased off Psyphon. Rook went after him as Ben weakly managed to change into Shocksquatch.

"Every time I see that, I'm more impressed," Alex stated, getting to her feet.

She couldn't believe the things that she was doing for Ben. Was it because she liked him? Alex mentally scolded herself. She couldn't like Ben. They had just met and besides, she was pretty sure once she found her father, she would be forced to go back home. Suddenly, something caught her attention.

"Princess Ace," Shocksquatch called.

Alex instantly looked up as she saw Shocksquatch pinned down by the monster. She quickly came over she shocked the monster. The monster wailed as Shocksquatch helped her. The monster was defeated as the two of them returned to normal and shared a high five.

"Ben, Alex," Rook said, coming over with a captured Psyphon. "I have made my first wise crack."

Both Ben and Alex smiled as the monster used this as its chance to escape and it did.

"Shoot," Alex groaned.

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><p>With Khyber and his pet, he wasn't too upset missing his chance at getting Ben. He knew he would get another chance soon.<p>

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><p>Back with Ben and his team, Psyphon was denying any involvement with the monster.<p>

Max turned to Ben and asked, "So how did you like your new teammates?"

Ben answered, "Alex is pretty awesome. But Rook is a donut-hole."

Alex blushed a bit as she stated, "I'll take that as a compliment."

Rook asked Ben, "Donut-hole? Is that a good thing?"

Ben lied, "Oh sure." He turned to Max and said, "See?"

Max stated, "Well Ben, you've been doing this for a while now. Maybe its someone else's turn to be the donut-hole."

"Huh," Ben asked as Alex tried not to laugh.

Rook held up a paper bag as he stated, "I know you haven't eaten yet. Magistar Tennyson said that you prefer these chili fries."

Alex perked up as she asked, "Chili fries?"

Ben was the one to perk up now and questioned, "Whoa, you like chili fries?"

Alex admitted, "More than I should..."

Ben gushed, "Teammates!"

With that, he wrapped his arms around Rook and Alex's shoulders, smiling. Max couldn't help but chuckle. He couldn't wait to see Ben's face when he finds out that Alex also liked Smoothies... While the girl was missing her father, Max could tell - that right now being with Ben - she was happy. And that was evident by the three new friends and teammates chowing down on the chili fries.

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><p><em>AK1028: Hope you all enjoyed that chapter. Please read and review! And always think outside of the box!<em>


	3. A Jolt from the Past

**A Jolt from the Past**

_5 years ago_

_Bellwood_

Outside of a soon-to-be-opened Mr. Smoothy, there was an electric bolt coming from the wires. The electric bolt went inside and blew up the two registers. It was a Megawhatt. Ben came in as Stinkfly. Stinkfly fired some slime at the Megawhatt, trapping it on the smoothie making machine.

Stinkfly stated, "Man, you Megawhatts are annoying."

The Megawhatt struggled as it used its electricity to escape the slime. It used its electricity to control the smoothie making machine and sprayed it on the Stinkfly. Ben timed out as he rubbed his head.

"Ow," he said. "So annoying." Ben wiped off the smoothies as he groaned, "Blech! Smoothies! Who would ever like that stuff?" The Megawhatt laughed at the sight as it left. Ben grabbed a foam cup as he followed the Megawhatt. He caught Megawhatt in the cup. He added, "Fun's over! At least this time, there's only one of you." The Megawhatt blew off the cup like it was nothing and went towards the sign, electrifying it. Ben watched as the Megawhatt multiply. Soon, the sky was filled with Megawhatts. He groaned, "Aw man... Great. And I don't have anything that handles electricity." That's when he remembered. "Wait! Yes I do!"

Ben turned to the Omnitrix, dialing in Feedback. With a slam on the button, Ben became Feedback.

Feedback stated, "Totally forgot about Feedback!" The Megawhatts laughed at him as he told them, "Let's see how you feel when your energy is gone!"

With that, Feedback drained their electricity, making the Megawhatts tired. Using the rubber sheets that Ben had, they wrapped up the Megawhatts.

* * *

><p><em>5 years ago<em>

_Middleridge_

An eleven year old Alex Silverstein was walking home with her twin sister, Cam. Cam and Alex looked a lot alike. However, while Cam had her beautiful brown hair and loved fashion, Alex was the complete opposite. Alex was like a tomboy. While she did have beautiful blonde hair, she had a hat on at all times, and enjoyed chili fries. The two girls looked and saw a monkey with a white bike helmet on with a goal light on. The monkey turned as the light turned red as he saw the twins.

Cam groaned, "Another one?"

Alex stated, "Yep." She paused and asked, "Isn't it great?"

Cam lightly giggled as she and Alex transformed. Cam was wearing a purple robe that was from Medieval times and there was black sparkling patterns on the was holding a yellow scepter that had a red gem in the top with a few twist designed in the scepter. She also had an invisible shield and a purple mask in front of her eyes.

Cam stated, "Time for the Fantasy Knight to take this on!"

Alex stood next to her, as the Princess Ace and added, "Let's do this!"

The monkey instantly paled seeing the two twins as it started to run. Cam and Alex followed it, determined to get the monkey. One monkey meant they were one step closer to finding Specter, the man/monkey behind the monkey attacks. Cam started to run as Alex flew. It was a typical night for the two twins.

* * *

><p><em>Present<em>

Alex was working on her homework in the Rustbucket as Max was cooking something...exotic yet again.

"Mr. Tennyson," Alex asked, being rather quiet.

"Now don't be so formal, Alex," Max answered, smiling at her. "What's on your mind?"

"Well, while I do appreciate everything you've done for me, I do have a question." Alex stated, being very serious.

"Fire away," Max replied, looking at the blonde haired teen.

"Why are you so willing to help me?" Alex finally asked.

To this, Max smiled as he sat down next to her.

He answered, "Alex, I want to help you cause you remind me so much of my grandson, Ben. You know where he's coming from."

Alex stated, rather sadly, "He never had to go look for a missing parent..."

Max saw that Alex had lowered her head in sadness as he held her in a warm and inviting hug.

He replied, "No. But he's been through the same thing when I went missing a year ago. He, Gwen, and Kevin all decided to go and look for me. I was uncover trying to figure out why there were so many aliens on Earth and I still wanted Ben to have a normal life." Max looked as he saw that he grabbed Alex's attention for her eyes were on him. Max smiled as he continued, "From the stories you told me about your father Spike reminds me of, well, me. And if your father is the man I think he is, he probably did the same thing I did."

Alex was completely looking at Max as she asked, "You think so?"

Max chuckled as he answered, "I know so." He got up from his seat and added, "Now, finish your homework and then we can have octpus goulash."

Hearing that made Alex's stomach growl in rebellion.

Alex stated, "Surprised Gwen and Ben survived that summer on the road with you, Mr. Tennyson. Cause that sounds completely gross."

To this, Max only chuckled more. _'Yep,'_ he thought, _'She is DEFIANTLY like Ben.'_

* * *

><p>Later on that afternoon, Ben came into Plumber's Headquarters sipping a Smoothy. Ben walked up to his grandfather, Rook, and Alex.<p>

He stated, "Sorry I'm late."

Max lectured, "You aren't on your own schedule anymore, Ben. You can't keep your team waiting."

Alex joked, "Unless you are trying to tell us something."

Rook blinked a bit as he asked, "What would he be trying us, Alex?"

Alex was the one to blink now as she answered, "Rook, I was joking."

Rook stated, still confused, "But you do not have any signs that you are..."

Alex groaned at this as Ben couldn't help but laugh.

Ben replied, "Alright, let's get out of here. I'm parked over here."

He pointed at his car as Alex went wide.

She gushed, "No freakin' way. That's YOUR ride?"

He asked, "You like it?"

She answered, "Like it? I love it!"

Both Ben and Alex blushed at that as Rook told them that they would take his ride. At first Ben and Alex thought that Rook's ride was the tank but it turned out to be the 8-wheel truck behind it. There was a Max Plumbing sign on it. The two of them were instantly disappointed as they got in. Rook showed them that - like the Rustbucket - it was more than it seemed. With that, the team drove out of Plumber's Headquarters.

* * *

><p>Ben sipped at his Smoothy, annoyed. Alex and Rook both picked up at this.<p>

Rook commented, "I am not familiar with human emotional cues. But are you angry at us?"

Alex added, "Yeah dude, speak up."

Ben stated, "You guys are cool. Believe me, it's nothing. I just feel more like a tour guide lately rather than a superhero."

Alex replied, "Sometimes that's a good thing. Especially when my team and I need a good long rest."

Rook nodded in agreement as he responded, "Well, I look forward to working with you both. While Alex is not well known in the alien saving business quite yet, she does know how to be a hero. And you are a legend, Ben."

Ben wasn't gonna argue that as he told him, "I know that."

Alex rolled her eyes as she asked, "Bragging much?" Both Ben and Rook looked at her. While Rook looked confused, Ben looked...well...she didn't know. She added, "I mean, Rook and I both know how good you are Ben. Why must you continue telling us how good you are?"

Ben protested, "Cause I saved the universe!"

Alex countered, "Not much of a reason."

Rook decided to change the conversation quickly as he stated, "Well, I can not wait to see Alien X."

Ben replied, "You better hold your breath on that one." Rook gave him a strange look as he added, "Just an expression."

Alex rolled her eyes (this time at Rook) as she responded, "Well, let's just see if we can find something to do."

* * *

><p>However, for most of the night was completely boring. Mostly small time things. Ben was annoyed as Alex was sitting on the dash, giggling. Rook looked at her.<p>

Rook asked, "What is so funny?"

Alex answered, "Ben! He's so freaking bored!"

Ben groaned as he stated, "No need to rub it in."

Alex softly smiled and replied, "I'm sorry but it is funny."

Ben blushed a bit as he responded, "It's cool."

Alex was the one to blush a bit as Rook added, "Besides, I am glad that it is slow. Gives us a chance to talk."

Alex perked up and instantly responded, "We need to find something to do."

Ben busted up laughing as he said, "Right?"

Ben looked out the window and saw a guy walk by their truck. Seeing that he was doing something suspicious, they decided to follow him. When he blasted at them with his strange backpack, he ran off. Ben, Alex, and Rook quickly followed. Ben tried to transforming into Big Chill but got Heatblast instead.

Heatblast groaned, "Heatblast? Seriously?"

Alex transformed and joked, "Sucks to be you!"

With that, she flew over the wall. Heatblast improvised and used his flames to make him fly as well. Rook followed his two teammates in his truck. The mysterious guy shot bolts of electricity at them. While Heatblast dodged them, Alex absorbed them and aimed at the tires. The mysterious guy saw this and quickly served to avoid the electricity. By that time, Rook had caught up and almost managed to cut the mysterious guy off. However, he quickly dodged it as Rook followed in his truck (which turned into a jet) and Heatblast and Alex were still in the skies. Heatblast finally got close enough to burn the tires, making the mysterious guy lose control.

Heatblast retaliated to Alex, "Sucks to be you!"

Alex rolled her eyes as she followed Heatblast. But the Omnitrix timed out, much to Ben's dismay. Alex quickly grabbed his wrist, not caring that she herself was falling.

Ben shouted, "Alex! Let go!"

Alex corrected, "No! And it's the Princess Ace!"

Ben was about to argue but luckily, Rook's jet was under them as the two managed to get on top of it. Alex turned back to normal. Rook got out of the jet and tackled the mysterious guy down to the ground, putting the handcuffs on him. Ben and Alex came over to them.

The mysterious guy protested, "What is your deal?! I didn't do anything!"

"Except shooting at a Plumber," Rook corrected.

"And two superheroes," Ben added.

"One superhero, remember," Alex stated, rolling her eyes.

Again, Ben was about to protest but decided to let it slide. He saw an alien communicator and an alien weapon on this guy and hoped that he worked for someone big and dangerous so Ben could kick his butt.

The mysterious guy stated, "You guys won't last against my boss."

The engine in his car sounded weird, catching Rook's attention.

Rook replied, "That does not sound like an Earth combustible engine."

Alex responded, "Let's take a look."

As Ben and Rook popped the hood, they saw a glass container and it was breaking. Out popped was a Megawhatt.

"A Megawhatt," Ben breathed.

He hadn't seen one of those since 5 years ago... And in the hand of this Megawhatt was a piece of paper. The Megawhatt let go of it as it blew right to Alex's feet. She picked it up and looked at it. Her eyes went wide as she transformed on the spot.

Rook asked, "Princess Ace?"

As the Megawhatt released another Megawhatt in the mysterious guy's backpack, Alex went after the two of them.

Ben yelled, "Alex! Wait!"

Alex pinned down the one Megawhatt as it made clones of itself. Rook didn't know what to do so Ben told him (as Rook was being zapped) to try and not to get bolted.

Alex demanded, "Where did you get that paper?"

The Megawhatt chattered, unsure of what Alex meant. During the chaos, the mysterious guy ran off. Ben saw the paper by Alex's foot as he picked it up. It was a shipping order. From Middleridge to Bellwood. What was being shipped was a dozen bike helmets and a dozen goal lights. It was signed by someone of the name Specter Monte. Ben couldn't help but puzzle at this. Was this the same Specter Alex fought several times in the past? Before Ben could pursue those thoughts, he heard his name.

"Ben!"

Ben looked up and saw that Rook and Alex were following the Megawhatts. He followed them, seeing that Alex had taken off in flight. He couldn't help but wonder what had gotten into her. Ben tried turning into XLR-8 but got Clockwork instead.

Clockwork groaned, "Clockwork? This is ridiculous!"

As Clockwork was trying to go as fast as he could, he couldn't help but notice that the Megawhatts wanted them to follow. Clockwork was puzzled at this. When the three of them got to a warehouse, Ben was timed out.

Rook stated, "Strange. They could have outrun a Chrono-Sapien."

Ben replied, panting, "That was the weird part. It was like they wanted me to follow them."

Alex returned to normal as she responded, "Well, one thing is for sure, they had a shipping order that was signed by Specter Monte."

Rook questioned, "That man/monkey that you and your team often went after?"

Alex answered, "The devil himself. With that shipment he ordered, it means that he is planning a big primate army to take over the world with."

Ben put the pieces together and stated, "That's why you went berserk back there."

Alex nodded sadly as she replied, "That's why I also said I'm not much of a superhero anymore. The reason this is all happening is because of me. If Cam and I didn't express how much we wanted to live a normal life...maybe dad wouldn't be missing..."

Rook responded, "That is not true."

Ben added, seeing Alex's sad face, "What Rook means is, you don't know that for sure. I was in the same position you were, Alex, remember? I felt the same way you did."

Alex looked up at Ben as she asked, "Really?"

Ben answered, "Hey, you saved my life back there. And if you still weren't a superhero, you wouldn't have done that." Alex felt her face heated up with a blush as Ben hugged her unexpectedly. Alex slowly returned it, thankful that Ben couldn't see her face. Ben pulled back and added, "Now let's go find out what's going on."

Alex nodded in agreement as Rook smiled at them. He could see Magistar's Tennyson's face when he heard about this one.

* * *

><p>When they went into the warehouse, they saw other Megawhatts being used a power source. Ben, Alex, and Rook were just about to help out when they were caught by a guy in armor. Their leader was Fistdrick, telling them that they he made money getting alien tech and alien electricity by absorbing Megawhatts. Rook managed to get them out of trouble as Ben transformed into Bloxx and Alex into the Princess Ace. Bloxx pounded hard into the ground, making everyone jump. Rook punched at a minion as Alex used her fist to fight, instead of her electricity - since she didn't want her power absorbed.<p>

But one of the minions pinned her down as she was forced to use it, capturing Fistdrick's attention.

Fistdrick ordered, "Get her, bros!"

Alex groaned, "Uh oh."

Bloxx stated, "Not on my watch!"

With that, Bloxx managed to block off the minions headed for Alex. Rook went after Fistdrick after capturing the minions. However, he got away and Ben got a new alien that he named Gravattack. After freeing the Megawhatts, Max looked at the team.

He asked, "So, what happened?"

Rook answered, "A lot, sir."

Ben stated, "But we did manage to catch the bad guys, got a new alien, and provide the Megawhatts with a new home."

Alex added, "And with that done, I say we go get chili fries."

Ben replied, "Alex, you read my mind."

Alex joked, "What little there is of it."

Rook came over to them as Ben asked, "So, do I live up to the legends?"

Rook answered, "No." Ben face faulted as Rook added, "This is much better."

Alex smiled as she stated, "Come on, Rook. Ben and I will treat YOU this time."

Rook replied, "That sounds like an honor, Alex."

* * *

><p><em>AK1028: Sorry it took so long guys but this one had needed edits. Please read and review! And always think outside of the box!<em>


	4. Trouble Helix

**Trouble Helix**

Alex looked around the Rustbucket before finally finding her phone constantly ringing under the couch.

She breathed a sigh of relief as picked up her phone and answered, "Hello?"

"Good evening, Alex," Rook said, on the other line.

"Oh hey Rook," Alex greeted, getting off of the floor. "What's up?"

"I was wondering if you wanted to go out on patrol," Rook asked.

Alex answered, "Whoa, wait a second. You got Ben to agree to that?"

Rook stated, "I did not. Actually, he is at headquarters right now with Driba and Blukic."

Alex sighed as she replied, "In that case, I better go see if he's okay."

"Why?" Rook questioned, curious.

Alex blushed as she answered, "Well, you know that Driba and Blukic are total idiots. I'm surprised they haven't torn apart the Omnitrix yet!"

Rook stated, "Fair point."

Alex replied, "So I'm gonna head on over there. I'll see you later, okay buddy?"

"Sounds good," Rook responded. "Take care, Alex and good night."

"Night Rook and good luck," Alex said, as she hung up.

With that, she turned off the lights in the Rustbucket and started to walk to Plumber's Headquarters. She didn't know why she was worried about Ben all of the sudden but she couldn't help it. They were a lot alike but there was more to them than just being, as Ben put it, superheroes. At least, that's how Alex saw it.

* * *

><p>At Max's Plumbing, Khyber had broken in with his dog. The two of them went down to Plumber's HQ, slipping by Ben, Driba, and Blukic. That's when he went into the file room and looked up a video of Ben in the past and something called the Trouble Helix.<p>

* * *

><p>-Flashback: 5 years ago-<p>

At Galvan Prime, Azmuth and Albedo were working on something when Max came in with a bunch of Galvan's on him.

He stated, "Azmuth. I can't take it anymore. You've got to do something about Ben."

Azmuth replied, dismissively, "As you can see, I am exceedingly busy." He turned to Albedo and added, "Albedo, modify power cycles."

Max pleaded, "I'm made an appointment. I made ten." As Max tried to enter, he hit his head on the door. He added, "You keep postponing."

"First thinker Azumth has told you he's busy, human," Albedo said, smugly. "Accept it."

Max towered over the two of them and responded, "Accept this. One of you is helping me with the Ben situation. NOW."

Azmuth waved his hand dismissively and told him, "Low priority. Come back in 2 years."

At that moment, XRL8 came in and looked around.

"Whoa, cool! What's this? What's that do?" He tried to pick up a machine but it was heavy. "This is heavy."

As XRL8 zipped around in the lab, Gwen came in.

Max lectured, "I told you two kids to wait in the Skipper."

Gwen stated, "I tried. But Ben was all like: _'I gotta see the lab! I gotta see the lab!'_"

XRL8 commented, "This place is awesome! Did you see that hoolo thing? It makes lightning!"

Max turned to Azmuth and stated, "This is what I've been dealing with. The Omnitrix is malfunctioning. Ben's been trapped as a different alien every week."

Azmuth replied, "Not my concern."

Albedo added, "Besides, we've been working on studying the Transitrix, a watch made by one of you...humans. It is able to transform the user into six different and powerful transformations." **[1]**

Max hissed, "I haven't slept in a month."

Just then, an explosion caught their attention.

"Hey!" Azmuth said.

XRL8 commented, "Whoops! Eh he... Sorry."

Max told them, "Not so funny when he's messing with your stuff, is it?"

Azmuth sighed, "Very well."

He climbed up to the Omnitrix's symbol on XRL8's chest, slamming on it. Ben returned to normal.

Ben groaned, "Aw man! Fun's over!"

Max breathed, "Thank goodness."

Gwen cracked, "It's been so long I almost forgot what you look like, doofus." Ben stuck out his tongue at her as she added, "Oh! Now I recognize you."

* * *

><p>After a bit, Max took the kids to a waiting area, sitting Ben down.<p>

Max commented, "Sit quietly. I need to have a word with Azmuth." He turned to Gwen and added, "Gwen, watch him."

Gwen smiled as she stated, "I'm in charge? Score!" As Max left, she taunted, "Doofus! Doofus! Knock, knock. Who's there? Ben's a doofus."

Ben looked out the window, annoyed, as he saw a comet flying by. He groaned. This was going to be a boring time.

* * *

><p>What Ben didn't know was that comet landed into the marshes outside of Galvan Prime. Coming out of it was an Upgrade (a Galvatonic Mechamorph). A Galvan guard was trying to make it stop from entering the city but it absorbed the Galvan's jet pack easily. The Galvatonic Mechamorph went into the city, causing explosions big enough to get Ben's attention.<p>

Ben breathed, "Whoa... What's going on out there?"

Gwen stated, "Don't even think about it. You heard what Grandpa Max said. Probably just alien Marti Gra or something."

But the explosions continued.

Ben turned to her and asked, "You think? Like a carnival? Or a parade?"

That's when Ben used the Omnitrix and turned into Feedback.

Feedback stated, "Anything's gotta be more fun than just sitting here."

Gwen replied, "I am TOTALLY telling Grandpa!"

Feedback responded, "Then this better be worth it."

* * *

><p>In the city, the Galvatonic Mechamorph was destroying houses. It was shocked and blown back by Feedback.<p>

* * *

><p>Back with Max, he entered the waiting room.<p>

He stated, "Come on, kids. Let's go home." That's when he noticed Ben was missing. He added, "Gwen, where's your cousin?"

Gwen pointed outside and stated, "I told him not to go."

* * *

><p>Back in the city, Galvans were shooting at the Galvatonic Mechamorph as Feedback fought him. Feedback gave him a good punch.<p>

"Azmuth," it said. "I'm coming for you."

It threw a rock at Feedback, who destroyed it with its electricity.

"So not," Feedback stated.

Feedback shocked him again as he got behind Feedback.

"The Omnitrix," it said. "I want it!"

"You and everyone else, dude," Feedback replied. "Take a number."

Using one of Feedback's adapters, he forced the Galvatonic Mechamorph off of him. Feedback did a Thunderpunch, forcing it into the ground more. Feedback then took the Galvatonic Mechamorph's energy, making more of its own. However, Ben timed out as the Galvatonic Mechamorph got up. Ben saw that the Omnitrix recharged quickly as he turned into Four Arms.

Four Arms commented, "Okay, I was hoping for Diamondhead but this will work too."

The two of them fought head on as Four Arms tossed the Galvatonic Mechamorph towards the lab. Four Arms went towards it as it produced a beam, making Four Arms fly upwards to where Max, Gwen, Albedo, and Azmuth were. The thing came in, knocking Albedo and Max out of the way.

"Azmuth!" It roared.

"Malware, this is not the way." Azmuth stated.

"You promised me an upgrade! You said you would make me like the others!" Malware hissed.

"Your condition is complex. It is taking more time than I anticipated." Azmuth replied, staying calm.

"No! No more time! I've had enough of your lies!" Malware responded.

"How dare you speak to Azmuth that way!" Albedo commented, as Azmuth tried to get him to stop talking. But it wasn't working. He added, "He has been working tiredlessly to create a secondary helix specifically treat you."

Malware looked at Azmuth and demanded, "Give it to me. NOW!"

Albedo laughed as he stated, "A creature of your low intellect could never understand its workings well enough to operate it."

Malware screeched at Albedo.

Azmuth commented, "The second helix is not finished. To use it in its uncompleted form would cause disruption. I need more time to help you."

Malware stated, "NO! Your time is up!"

With that, he picked up some machine and absorbed it. He grabbed Albedo and absorbed him as well. Malware took off after that, breaking the window.

Ben asked, turning to Azmuth, "So...friend of yours...?"

* * *

><p>The four of them went outside to look around.<p>

Gwen stated, "This is hopeless! Malware could've flew off of the planet. He could be anywhere!"

Max replied, "Not necessarily. He doesn't have FTL capability."

"Awesome!" Ben said. He paused and asked, "Uh...what's FTL?"

Gwen rolled her eyes and answered, "Faster Than Light. Duh."

"Oh!" Ben exclaimed. "And that's good because..."

"Because he couldn't have left the Galvan system...yet." Max explained. "Which means we can track him, if we're lucky."

With that, the four of them went over to the Skipper.

Azmuth commented, "We don't need luck. He's headed for the moon, Galvan B."

Max asked, "And you know this how?"

Azmuth answered, "That's a long story."

Max stated, "Tell it on the way. Get in. You too, Ben."

Ben nodded as he picked up Azmuth, carried him over the shoulder, and put him in a Galvan infant restraint. Ben chuckled as Azmuth glared at him. Gwen tried to get in but Max told her no.

Gwen asked, "What? Why not?"

Ben raised his hand and answered, "Ooh! I know. Cause your a nerd! Cause your a girl!"

Gwen glared at him as Max pointed out that they needed someone on Galvan and the Skipper only seated three. As they took off, Azmuth explained that Galvan B was much like Earth's moon, miles of dead rock and no atmosphere, no day or night. It was the perfect environment to conduct a planet wide experiment. A place upon where life would thrive. The results were anything beyond Azmuth could imagine. It was not only inhabitable but there was an unforeseen consequence.

His creation made a brand new species, the Galvatonic Mechamorph. Azmuth knew that they had no right to colonize their world. Instead, the Galvans gave it to them. With the Galvan's help, they built an entire civilization in mere days. They were peaceful new neighbors and Azmuth's experiment was a success beyond what he could ever imagine. But it was also a nightmare. And that nightmare was Malware, an incomplete Mechamorph since its life code was interrupted and corrupted. Unlike all of the others, he had the ability to not just mimic tech but it became him...at a price.

Azmuth tried many times to help Malware but it never seemed to work. One wrong move with the tech that Malware had stole, there was going to be a big boom. Gwen, on a hologram, decided to help Azmuth to save the Mechamorphs. Ben - as Heatblast - and Max headed in to deal with Malware.

* * *

><p>Inside, Albedo was working on the helix as Malware was demanding for it to be finished. Just then, Heatblast came in, ready to fight. As Heatblast fought Malware, Albedo finished the secondary helix, creating a ray that fixed Malware's code. Ben timed out as they saw Malware being blown away. Albedo explained that he caused an overload in Malware. However, Malware emerged renewed. Ben quickly reacted, turning into Cannonbolt. After a good fight and turning into Diamondhead to imprison Malware, the work was done.<p>

* * *

><p>-Present-<p>

Khyber took the information on the helix, leaving before anyone could discover him. Alex came in, seeing Ben.

"Hey Ben!" Alex greeted, going over to him.

"Hey, what are you doing here Alex?" Ben asked.

"Well, I heard you were possibly becoming Swiss Cheese," Alex teased.

"Hope that it ends soon," Ben joked.

Alex laughed as the two teens were unaware of the danger coming to them.

* * *

><p><strong>[1]: Some of you might remember the watch that lets you transform into six different transformations from Ape Escape 3. I just gave it a different name than the one in the game. Mostly because I don't remember the name.<strong>

* * *

><p><em>AK1028: Hope you all enjoyed this chapter cause there is more to come! Please read and review! And always think outside of the box!<em>


	5. So Long and Thanks for All the Smoothies

**So Long, And Thanks for All the Smoothies**

_Summary: After meeting Professor Hookstar, hearing about stolen plans for the Transitrix from Aki (the inventor of the Transitrix), and defeating Animo together; our heroes were all set and ready for their next challenge..._

* * *

><p>In the space outside of Earth, a spaceship appeared and fired its missiles. Ben quickly turned into Crashhopper as Alex turned into the Princess Ace. Crashhopper bounced up and towards the missile as Alex flew up. Rook was evacuating people as Alex and Crashhopper took out the missiles one by one. One of the missiles even landed on the ground, causing a boulder to fly. Rook quickly destroyed it, saving a mother and her baby. Ben and Alex turned back to normal.<p>

"Nice save," Ben commented.

"We aren't done quiet yet," Alex stated, looking around.

"What do you mean," Rook asked.

Alex pointed as they all saw the missiles were producing beams that went up into the sky.

* * *

><p>Quickly getting into Rook's truck (which turned into a rocket), the three Plumbers went up into space.<p>

Ben saw the spaceship that they were flying towards and commented, "That is one big honkin' ship."

Rook turned up the sound on the dashboard and stated, confused, "I cannot hear any honking."

Alex groaned, "Rook, it's an expression..."

Rook replied, "Oh." He paused and added, "That honking ship has anchored itself to Earth."

Both Ben and Alex both shot Rook a look.

Ben asked Alex, "Tell me why again he's apart of our team?"

Alex answered, "Well, he is a pretty good Plumber."

Just then, the radio went off.

Max asked,_ "How's it going up there?"_

Ben answered, "We're on approach now, grandpa."

Alex questioned, "How is it going down there, Mr. Tennyson?"

Max answered, _"It's nothing a little seasoning won't fix. I also got in touch with Aki, Alex. No word yet on who stole those designs."_ Alex groaned in annoyance. _"Now remember you three, we don't know anything about what's on that ship or what's on board. So be careful."_

Ben stated, "Come on, grandpa. You know me."

Max replied, _"Ahuh. That's why I said it."_

Ben groaned, "Okay. I promise we'll call you if we see anything weird."

Rook pointed and asked, "Weird like that?"

The three of them looked as they saw a giant gaping hole.

Alex joked, "One way entrance."

* * *

><p>Rook got on a mask as he explored with Ben and Alex...who weren't wearing masks.<p>

Ben commented, "You can lose the mask."

Rook took off his mask - genuinely surprised - and asked, "How did you two know there would be a suitable atmosphere?"

Alex answered, "Never been a problem before."

As Ben nodded in agreement, they strangely found a trail of bubble wrap.

Rook picked up the second one and asked, "Here is another. What does it do?"

Ben popped a bubble, surprising Rook as he started to play with the bubble wrap.

Ben stated, "The real question is: what is it doing here?"

Alex added, "And how did it get here in the first place?"

As they continued, they heard footsteps. Quickly hiding, the footsteps got louder. Ben readied the Omnitrix, Rook readied his Proto-Tool, and Alex got ready to transform. The three of them came out of hiding when the footsteps were really close.

"Freeze alien scum!" Rook exclaimed.

That's when the three heroes saw the Vreedle brothers.

"The Vreedle brothers?" Ben blurted out.

"Oh great, just what we needed, idiots," Alex groaned.

"They are the two lowest beings in the universe," Rook agreed.

"Oh, see, you dun and hurt our feelings," groaned the bigger Vreedle brother, Rhomid Vreedle.

As him and Octagon were talking about trying to get away, they got out their guns and started blasting. Ben, Alex, and Rook quickly ducked for cover. Alex transformed into the Princess Ace as she and Rook returned the fire. Ben transformed into Grey Matter, hoping for Rath. He groaned as he climbed up to the ceiling, pulling on the air conditioner hose, freezing Octagon and Rhomid. After arresting the two brothers, Grey Matter just looked at them.

Rook commented, "You are both beneath content."

Alex turned back to normal and added, "Can't wait to get you two back to Plumber's HQ cause you two are the worst alien villains."

Grey Matter looked confused and asked, "Since when? I thought they were on our side."

"Ooh, yeah, about that..." Octagon started to say.

"These two destroyed the Plumber's Academy ammunition dump and bumper." Rook explained.

"And we had to take our final in a temporary trailer on an asteroid." Alex further explained.

When the Vreedle brothers said that they were just there looking for weapons, the heroes had to believe because there was a warning system telling them that the Proto-TRUK was being stolen. Grey Matter, reacting quickly, used a tractor beam to keep it at bay. Ben turned back to normal, timing out. They went to go check it out, only to see it was Argit.

Ben asked, surprised, "Argit?"

Argit questioned, "Ben Tennyson? Hehe! Buddy! Did you cut your hair?"

Ben asked, "What are you doing here?"

Rook hissed, "Drop it, space vermin!"

Argit stated, "Hey drop the act, tough guy. I've got the Ananalliiargh."

The three aliens gasped in fear as Alex asked, "The what?"

Ben demanded, "Spill."

Rook explained, "The Ananalliargh is just an old legend...like Alien X."

Argit interrupted, "Oh, its real alright."

Ben mumbled, "So is Alien X."

Alex questioned, "So what does it do?"

Rook explained, "Well, there was a pan-dimensional civilization...the Contemelia. There favorite pasttime was traveling from parallel universe to parallel universe...scaring the locals. Then if they started to dislike a universe, they would use the Ananalliargh to destroy it."

Alex blurted out, "It's a doomsday device?!"

Ben questioned, "Better question: who comes up with these names?"

Octagon answered, "It's full name is longer but once it goes off, you only have time to say the first part."

"Boom," added Rhomid.

Alex joked, "That's comforting to know."

Since the Contemelia's died off eons ago, legend says that their ship drifts from cosmos to cosmos, baring the Ananalliargh. Suddenly, an Increasan ship came out of nowhere and started to blast the ship that they were on.

"Uh oh," Argit said.

"An Increasan warship," Rook grimaced.

"As if we didn't have enough troubles," Alex added.

"There's no way that thing is real but they are and they are bad news," Ben stated. "Looks like there's only one option."

"The six of us against them," Alex guessed.

Ben nodded as Rook asked, "You cannot be serious."

"3 petty criminals against 1 evil dictator," Ben answered. "You do the math."

"4 or 2...or are we adding or subtracting?" Rook asked, confused.

Ben and Alex both groaned, annoyed. So, they decided to split up. Rook went with the Vreedle brothers as Ben and Alex kept an eye on Argit. Ben transformed into Spider Monkey, using its webs to hold Argit into place. Alex transformed into the Princess Ace as they started to fight the Increasan's together. Rook did the same thing with the (now freed from their handcuffs) Vreedle brothers. However, during the confusion, Argit escaped and gave the Ananalliargh to the Vreedle using NRG against the Emperor, the team went back to Earth and continued the battle over the Ananalliargh.

* * *

><p>Everyone was fighting for the Ananalliargh, trying to get their hands on it. It was a small black box that wasn't very convincing. However, one drop was all it took for the doomsday device to activate. Ben reacted as he transformed into Alien X, surprising both Rook and Alex. The Ananalliargh started going off, creating black holes. Alex screamed, getting Ben's attention in Alien X as he watched the whole thing in horror.<p>

"Alex!" He cried, his heart instantly breaking. Was it...love?

"Oh look Bellucus!" Serena commented. "Ben's come back!"

"With a heavy heart, it seems." Bellucus stated.

Ben was indeed heartbroken as he begged, "P-please, you have to restore the universe! Save Alex and the others! P-please!"

Bellucus was wary but eventually agreed to Serena and Ben.

* * *

><p>When Ben timed out, he saw that he was wearing a white hoodie. Everyone was present, including Alex. After the Vreedle brothers and the Increasan's got away, Ben hugged Alex like there was no tomorrow. Alex returned the hug, a bit worried.<p>

"Ben?" She asked, clearly concern in her voice.

"Alex," he answered, "I saved the universe...with Alien X. I thought I lost you...I thought I lost everyone..."

Alex pulled away from Ben's hug, confusion in her eyes.

She asked, "What are you talking about? I don't remember that..."

Ben answered, "It doesn't matter. What matters is, you are safe. And I want you to stay on the team...for as long as you can."

Alex still looked confused as she noticed a slight change in Ben that day. But then again, maybe it was for the better.

* * *

><p><em>AK1028: Sorry if I misspell any alien names or any alien species. I am rather new to this. Please read and review! And always think outside of the box!<em>


	6. Hot Stretch

**Hot Stretch**

Ben, Alex, and Rook were currently helping the police during a high speed chase during a hot streak in Bellwood. Someone was running along the tops of buildings. An overturned truck had the police cars stop in the tracks. That's when Ben, Alex, and Rook started to pursue on foot. Alex turned into the Princess Ace as Ben turned into Crashhopper.

Rook told the police officer that got out of his car, "Do not worry, we got this."

The police officer stated, "Be careful, she took some sort of fusion thing."

Rook replied, "I am a Plumber, officer. I am always careful."

With that, Rook ran to keep up with his teammates. Alex had gone a little bit ahead of Crashhopper as she fired an electric bolt at the thief. The thief quickly dodged it, stretching her arm out towards Alex, as if it was rubber. Alex quickly dodged it, or at least she tried to, since the arm hit her in the back. She started to fly down towards the ground but quickly recovered as Crashhopper continued the pursuit. The two of them got to a building with just its skeleton up as the thief kept dodging Crashhopper. The thief was standing on a lone beam that went no where, signaling for Crashhopper to come and get her.

Crashhopper jumped but so did the thief, losing the visor over her eyes. That's when Crashhopper saw her eyes. _'Now I've got an identification,_' Ben thought, not realizing how much trouble he was in. Fortunately, before he could hit the pool water, Alex arrived and grabbed him.

"Gotcha!" She said, pulling Crashhopper up as much as she could.

"I still owe ya, Alex!" Crashhopper stated, as the two of them landed, seeing that the thief had used her rubber like powers to get above them.

"You might have the power, Ben Tennyson, but I have the reach!" The thief spoke as a red orb fell out of the bag.

Crashhopper and Alex followed it, as they both landed on the ground. By this time, Rook had caught up to his teammates.

"Do not touch it," he warned.

But it was too late, Crashhopper had already touched it. It burned the road a bit as the thief used her rubber like powers to pick it up.

She stated, "It's been an honor, Ben. But I don't think that form suits you. Bye-bye."

With that, the thief left as Ben and Alex turned back to normal.

Alex asked, confused, "You know her?"

Ben answered, "Can't say that I do, in all honesty."

Rook smugly stated, "I think our thief prefers this Ben Tennyson than Crashhopper."

Ben shrugged as he replied, "Think what you want, Rook. Won't stop us from getting her."

Alex turned to Rook (who had his scanner out) and asked, "Any idea where she is?"

Rook nodded as he took them into a pipe that lead underground. Ben and Alex followed behind as they arrived into Undertown. It was even hotter down there than it was up in Bellwood. Finally finding the thief, they went after her. She corned by a dead end, turning around to them.

She commented, "You turned human."

Ben stated, glaring, "I do that."

Rook added, "Hand over the fusion generator."

Alex replied, "Otherwise, a shocking is coming your way."

She asked, "What if I told you it was a matter of good?

Ben answered, "A matter of good? A fusion generator doesn't do a matter of good."

She stated, "You sure that you won't just trust me on this?" When there was silence coming from the three Plumbers; she added, "No?"

She side stepped passed the dead end as the team went after her. However, with the four of them all on the old piping, it collapsed. Ben had landed on the thief as Alex had landed on Rook. Alex quickly got up as did Ben, seeing something coming towards them. It was more aliens that looked like the thief.

"Give us the fusion engine," the leader demanded.

"Who are you?" Alex asked.

"We are the Kraaho and I am Seebik," the leader answered.

The Kraaho next to him pleaded to do this quick because it was too cold from him.

Ben commented, "And yet we're sweating."

Rook added, "So true..."

The thief took the fusion generator and tossed it to Seebik.

Ben asked, "Are everyone here made out of rubber?"

The thief answered, "Only the winners."

"I'm warning you," Ben stated, getting the Omnitrix ready.

However, the Omnitrix didn't work as Seebik ordered Ester, the thief, to stop talking to Ben (the cold cut). Ester walked over to them as Seebik ordered the henchman to attack the heroes.

"What?!" Ester protested. "Seebik, that's Ben Tennyson!"

"Don't forget Rook and Alex," Ben stated. "Cause we are a team that's not gonna stop."

Rook and Alex both smiled at this. Seebik dismissed Ester as the Kraahos started to stomp on the ground. Ben turned into Gravattack, pounding the earth so that the Kraaho would go flying. Alex transformed into the Princess Ace, shocking them. Rook started to blast them with his Proto-Tool. Ester watched as the three Plumbers were doing their job. However, poor Ben timed out as a Kraaho was behind him.

"Ben!" Alex shouted, pushing him out of the way.

The Kraaho grabbed Alex upon impact, knocking the girl out.

* * *

><p><span><strong>Alex's POV<strong>

"Alexandra..."

"..."

"Alexandra..."

"..."

"Alex...?"

I slowly opened my eyes as I saw a man standing there. I didn't recognize him at first but then I slowly realized who he was.

"Professor Paradox?"

"Ah, that Plumber training paid off, it seems." Paradox commented, with a smile.

I sat up as I looked around. We seemed to be in a black void of some kind, which made me panic a little.

"Wait, am I dead?" I asked the time walker.

"What? Oh good heavens no!" Paradox answered.

"Then where are we?" I questioned, getting to my feet.

"We are in a time pocket of my own design." Paradox explained. "Perfect place for me as of late...but that's nothing for you to worry about yet."

"Yet?" I asked, with a raised eyebrow.

"There are some secrets that I would like to keep." He answered mysteriously.

"So what's going on then?" I asked, getting a little impatient.

"This is a test for Ben," he answered. "And I wanted to give you something that will help you defeat Specter and get your father back...only if you want to go alone."

"I'm not going without my team," I stated, standing my ground.

Though my original team had abandoned me, I knew that Ben and Rook would never do the same.

"There's the spirit!" He replied, happily. "Just remember that you are ready. And so is your team. Good luck Alexandra...Alex."

"Thanks Paradox," I responded, smiling.

The next thing I knew, my world went dark again.

* * *

><p><span><strong>Normal POV<strong>

Ben and Rook had just defeated the Kraaho, making Ester the leader of them. Ben ran over to the sleeping Alex, shaking her gently. Since he couldn't get anywhere near her during the fight, he was quite worried. Alex opened her eyes slowly as she saw him standing there.

"Ben?" She asked groggily. "Did we win?"

"Yeah, we won," Ben answered, with a smile on his face.

"C-can we get out of here now?" Rook asked, panting and sweating.

Both of the humans nodded, heading back up to Bellwood as Rook chugged down a pitcher of water. Some alien kids went by calling Ben "Ester's boyfriend". Ben blushed a bright red, freaking out.

"She's not my girlfriend!" He defended.

Alex looked at Rook and asked, "Did I miss something?"

Rook answered, "While you were knocked out and captured, Ester helped us defeat the Kraaho. But I think she fell for Ben in the process."

Alex perked up at this and stated, "Whoa, no way!"

Rook replied, confused, "Uh...way?"

Alex wasn't jealous, since she hated being jealous. It didn't do her any good anyhow, especially power wise.

She teased, "So Ben's got a Kraaho girlfriend?"

Ben blushed at the teasing as he started to defend, "She's only half Kraaho! Wait, why am I defending her! I was more worried about..."

"You," Rook finished, looking at Alex.

Alex was the one to blush now and asked, "Me?"

Ben answered, "I told you, Alex. I don't like the thought of losing you. I want you safe and on our team."

Alex smiled as she hugged Ben, surprising the Omnitrix wielding hero. Ben blushed again as he returned the hug. That's when Alex's necklace started to glow, meaning she was receiving a message.

Alex commented, pulling away from Ben, "Hold on, that's Aki on the Ace Line." Alex smoothed over her necklace as she stated, "Go ahead, Aki."

"Alex?" Aki replied as Ben and Rook overheard the conversation, "I have a location on your father."

"Where is he," Alex asked, her heart beating fast.

"According to these readings, he is in Undertown Marsh." Aki answered.

"Understood," Alex stated, ending the call.

"So does that mean you will be going," Rook asked.

"We'll be going," Alex answered, clarifying.

"We," Ben questioned, surprised that Alex wanted them to go with them.

"Yes," Alex answered, "I'm NOT going anywhere without my team."

* * *

><p><em>AK1028: This should be rather interesting! Tell me what you guys think so far! Please read and review! And always think outside of the box!<em>


	7. Of Predators and Prey, Part I

**AK1028: Before I post this chapter, just as a note, I will not be updating tomorrow since it is Christmas and I never update on Christmas. So have a Merry Christmas everyone!**

* * *

><p><strong><span>Of Predators and Prey, Part I<span>**

-Five Years Ago-

Four Arms plucked a tree up like it was nothing and shouted, "FOUR...Arms!"

Malware dodged it and asked, "This...is _the great_ Ben Tennyson? Bearer of the Omnitrix? Saver of the uni..."

Before he could finish, Four Arms knocked him out of the way with the use of the tree. Malware hit a tree and out cold.

Four Arms came over and answered, "And don't you forget it, buddy. You think you are the only Galavtic Melchamorph alien dealt with? It's gonna take a lot more to surprise me."

"Indeed," Malware said, grabbing the hourglass symbol on Four Arms's right arm.

The Galavtic Melchamorph pressed it as a green light emerged from it. As it transformed Ben back to normal, it also scared Malware's hand.

* * *

><p>-Few Hours Ago-<p>

All of the sudden, Alex's necklace started to glow, meaning she was receiving a message.

Alex pulled away from the hug she was sharing with Ben and commented, "Hold on, that's Aki on the Ace Line." Alex smoothed over her necklace as she stated, "Go ahead, Aki."

"Alex?" Aki replied as Ben and Rook overheard the conversation, "I have a location on your father."

"Where is he," Alex asked, her heart beating fast.

"According to these readings, he is in Undertown Marsh." Aki answered.

"Understood," Alex stated, ending the call.

"So does that mean you will be going," Rook asked.

"We'll be going," Alex answered, clarifying.

"We," Ben questioned, surprised that Alex wanted them to go with them.

"Yes," Alex answered, "I'm NOT going anywhere without my team."

* * *

><p>-Present-<p>

Ben, Rook, and Alex were headed to the marsh. Alex was in the lead, letting her glowing necklace guide her.

Ben asked, "So explain to me why again we're following a necklace?"

Rook answered, "Alex said that it has the ability to find the Transitrix since we are now in close range."

Ben stated, doubtfully, "Of course it can."

Alex replied, "I know you doubt it, Ben, but this is my one chance to find my father."

Rook added, "Besides, it is quite exciting that we will finally get to meet your father."

Alex responded, "Thanks Rook but we do have to find him first..."

Just then, Khyber's dog (transformed into a predator Crabdozer) came at Ben.

"That might have to wait," Ben commented.

Ben selects Humungousaur, but turns into Stinkfly instead as Alex turns into the Princess Ace. Stinkfly spits goo on Crabdozer's legs, sticking them to the floor. Alex shocks him as Crabdozer turns into Buglizard and breathes gas onto the goo, causing it to melt away. Buglizard grabs Stinkfly and Alex, throwing them around, while Rook shoots him. Ben is covered in spit and tries to battle him with Humungousaur again, but transforms into Wildmutt.

Wildmutt and Alex attacks Buglizard and they end up fighting in the parking, watching over the battle from a close by building, whistles and causes Wildmutt to be stunned by the noise.

Alex turned back to normal and asked, "Ben are you okay?"

Ben answered, turning back to normal, "Yeah but you see if you can find your dad. I wanna learn more about that thing."

Alex started to protest, "But Ben..."

Ben took her hands as he replied, "I don't like it either but you need to find him. You are so close. I know how you feel, believe me."

Alex hugged Ben and responded, "Okay, I'll be back as soon as I can."

Ben returned the hug as he whispered, "Please be careful."

Alex nodded as she turned into the Princess Ace and followed the trail of her father.

* * *

><p>Ben and Rook headed over to the Plumbers base, where Max is trying to recapture an alien scorpion-like thing. Rook helps Max, and Max reveals that the alien was for a meal he was cooking, and gives some to Rook. Ben tells Max about Khyber's Pet, who is hunting him. Max asks Ben what he thinks they should do. Ben tries to tell Max an idea that Rook told him earlier, but can't talk due to having food in his mouth.<p>

Max looked around and asked, "Wait, where's Alex?"

Ben answered, "She found a trace of her dad. I told her to follow it."

Max nodded in understanding, knowing that Ben understood what Alex was going through.

* * *

><p>Meanwhile, Alex was in the swamp again, her necklace glowing stronger than before.<p>

"Almost there," Alex whispered.

"And it is good to see you, Silverstein." A voice said.

Alex spun around and there, behind her, was a tall man. He had snow white hair (and the bangs covered his right eyes), red eyes, wearing a black suit and a few silver bracelets on his wrists.

"Specter!" Alex hissed, transforming into the Princess Ace. "I should've known that you were around here somewhere."

"It's been so long, Alexandra," Specter said smoothly.

"What are you going to with that many monkey control helmets?!" Alex questioned.

"Oh my dear, you are so incredibly naive," Specter answered, chuckling. "I have a HUGE army here in Bellwood. And your father was trying SO hard to defeat me." That's when he pulled out something white. The Transitrix. Alex paled as he added, "Pity...he never had a chance."

Alex transformed back out of sadness, not believing what she was seeing.

"No...dad..." Alex said, as Khyber appeared behind her.

"And now we have you," Khyber said, knocking her out from behind.

* * *

><p>Later, Ben and Rook head to Undertown to find Khyber's pet. After Rook checks someone to be Khyber's pet in disguise, Ben and Rook have a fight over what they should do. Then Rook decides to leave, leaving Ben with his hoodie, hoverboard, and his broken Plumbers badge (after Rook broke it, saying that he doesn't deserve one).<p>

* * *

><p>In a flashback, Malware is heading up to the lab of Dr. Psychobos to talk about a device he could create. However, he doesn't have the DNA samples to make it work.<p>

* * *

><p>Ben finds Pakmar and learns that Pakmar has made a pet store. Ben asks him to bring dog whistles so Ben can try it. Ben turns into Wildmutt as Pakmar tests some whistles. Ben is then attacked by Khyber's pet, then Khyber himself. He turns into Crashhopper to battle. Khyber's pet then turns into Mucilator and falls on Crashhopper, so he turns into Armodrillo and throws Mucilator. Mucilator then turns into Slamworm and goes underground and attacks Armodrillo. Armodrillo turns into Heatblast and chases after Khyber, but has a surprise attack by Crabdozer.<p>

Heatblast tries to turn into Humungousaur, but turns into Ball Weevil. At first Ball Weevil doesn't know how to use his powers, but then spits a ball and rolls around uncontrollably before seeing that the ball can explode. Crabdozer counters this by turning into Terroranchula. Ball Weevil eventually flees, but Khyber defeats him by redirecting one of his balls. Ball Weevil reverts back into Ben.

Ben fell down saying, "No..."

Khyber then picks up Ben and said, "Yes" laughing evilly.

* * *

><p><em>AK1028: So Specter is working with Khyber! That can't be good! Please read and review! And always think outside of the box!<em>


	8. Of Predators and Prey, Part II

**Of Predators and Prey, Part II**

_Previously on Ben 10 Omniverse..._

_Rook stated, "Those sounds you thought you heard. Perhaps that was picked up by your Vulplimancer form beyond a human's or mine audio range."_

_"It's been so long, Alexandra," Specter said smoothly._

_"What are you going to with that many monkey control helmets?!" Alex questioned._

_"Oh my dear, you are so incredibly naive," Specter answered, chuckling. "I have a HUGE army here in Bellwood. And your father was trying SO hard to defeat me." That's when he pulled out something white. The Transitrix. Alex paled as he added, "Pity...he never had a chance."_

_Alex transformed back out of sadness, not believing what she was seeing._

_"No...dad..." Alex said, as Khyber appeared behind her._

_"And now we have you," Khyber said, knocking her out from behind._

_After Rook checks someone to be Khyber's pet in disguise, Ben and Rook have a fight over what they should do. Then Rook decides to leave, leaving Ben with his hoodie, hoverboard, and his broken Plumbers badge (after Rook broke it, saying that he doesn't deserve one)._

_Heatblast tries to turn into Humungousaur, but turns into Ball Weevil. At first Ball Weevil doesn't know how to use his powers, but then spits a ball and rolls around uncontrollably before seeing that the ball can explode. Crabdozer counters this by turning into Terroranchula. Ball Weevil eventually flees, but Khyber defeats him by redirecting one of his balls. Ball Weevil reverts back into Ben._

_Ben fell down saying, "No..."_

_Khyber then picks up Ben and said, "Yes" laughing evilly._

* * *

><p><em>Currently...<em>

"Wake her up," Specter told Khyber.

Khyber nodded as he woke up Alex, shocking her with a special kind of lighting that could hurt her transformation. She screamed in pain, wincing a bit.

"You aren't gonna get away with this Specter!" Alex hissed. "Ben and Rook will find me!"

"Well, I don't know about that." Khyber told her, lifting up a knocked out Ben.

Alex's eyes widen in horror as she gasped, "Ben! What did you do to him?!"

Khyber answered, "Believe me, he did this to himself."

Specter chuckled as he added, "And that fight between him and Rook was just amazing. We have both factors and you have your money."

Khyber nodded and replied, "Quite."

Alex banged on the shock proof glass, near tears as she shouted, "Ben! Ben!"

Ben didn't stir, he was still out cold. Khyber, by this time, had tied up Ben's hands behind his back and then tied his feet up, hanging him upside down from the ceiling. Specter chuckled, taking the shock proof glass.

"A pleasure doing business with you," Specter commented, as he started to leave with Alex.

"BEN!" Alex shouted one more time, pounding on the glass as hard as she could.

The tears were rolling down her face as she wasn't able to break free. She just had to save Ben. She couldn't have saved her father but she could save Ben. Eventually, the glass container was destroyed.

"What?!" Specter blurted out, in surprise.

Alex was surprised too, since that wasn't her own doing. That's when she saw Rook.

"Rook!" She gushed, hugging him. "Man, I'm glad to see you!"

Rook smiled, returning the hug as he asked, "What happened?"

Specter got up as he fled. Alex decided to let him, for now. She knew that she could deal with him later.

Alex answered, "Long story but Ben's in trouble."

Rook stated, "I know. Come, I shall explain on the way."

Alex nodded as she followed Rook, her heart pounding. Now she had a chance to save Ben.

* * *

><p>While this is going on, Ben starts telling Khyber that he would be unsuccessful since so many other villains have failed. Khyber thought that Ben was trying to gain time for Rook to find them, but he doubted it since he saw Ben's Plumber's badge being destroyed and that was the only way Rook would track them here. Kyber also tells Ben that he was hired to capture and kill Alex's father.<p>

"Wait, what?" Ben asked, surprised.

Khyber answered, "Yes. I got this assignment when you and Alex were both 11. I captured her father to make Alex go looking for him. What I didn't expect was for you two to cross paths. But, it did give Specter time to get what he needed: more mind controlled helmets...and your girlfriend."

Ben blushed as he stated, "She's not my girlfriend!"

Khyber replied, "Well, girlfriend or not, she'll make Specter pretty powerful and I, very rich. As for you, my _'mutt'_ has the Nemetrix, which was created by Malware and Dr. Psychobos. It was missing predator DNA so they sought me to obtain DNA. Then they searched for a test subject in the Null Void and found Phil Billings."

* * *

><p><em>Five Years Ago...<em>

Gwen was trying to practice her powers when Ben transforms into Stinkfly and knocks Gwen off her mana. Then Phil (as Terroranchula) attacks them. Stinkfly says he doesn't need any back up until he realizes he can't defeat Terroranchula and reverts back to human. Ben then transforms intoFeedback who absorbs Terroranchula's energy webs. Grandpa Max then drives the Rust Bucket into Terroranchula, who just pushes it over. Feedback then wrestles with him until the Omnitrix times out, Terroranchula reverted to Phil as it did. Phil eventually flashes and disappears.

* * *

><p>Back in Khyber's ship, Ben finds out it was just a test run for the Nemetrix. Since sentient beings were unable to withstand the Nemetrix it was given to Khyber's Dog instead.<p>

Ben quickly used Khyber's sword to free him of his bonds, transforming into Rath.

Rath yelled, "Let me tell you, Mr. Bounty Hunter that is really getting me mad! I don't like what you did to me but I REALLY don't like what you did to Alex!"

That's when Rath battles Khyber's dog and then battled Khyber, but Khyber defeats Rath with a hephaestan neuro grip. He then grabs Ben and prepares to cut off his Omnitrix. As he's about to do so Rook and Alex (as the Princess Ace) shocks him in the back.

Khyber commented, "What? How?"

Ben ran over and hugged Alex, gushing, "Alex!"

Alex giggled, returning the hug from Ben.

Rook stated, "That Plumber Badge you saw me destroy was a decoy and I had a run in with Specter on the way here."

Alex added, "Now you are both toast!"

Ben replied, "You got that right!"

Just then, Khyber called his dog who transforms into Crabdozer who attacks Ben. Rook rushes to help but is taken down by Khyber. Alex turns into the Princess Ace, trying to shock the creature but is pushed back by it. Ben wants to go and help her but then decides that he shouldn't turn into Heatblast. He reasons since he thinks the Omnitrix never gives him the alien he asks for, he smashes down on Heatblast, but he does turn into Heatblast.

"Aw man," Heatblast complained.

Crabdozer then eats Heatblast and spits him out as Ben. Alex flew over, worried.

"Ben are you okay?" Alex asked, worried.

"Yeah but I got what I chose," Ben answered, not wanting to tell her the truth just yet.

So Ben goes for Humungousaur, but instead he turned into Armodrillo. Khyber attacks Armodrillo who overpowers Khyber and punches him before defeating Crabdozer. Khyber then calls his dog who turns into Slamworm and battles Armodrillo. Rook and Alex, while Ben was busy, went after Khyber. Armodrillo reverts back to Ben and transforms into Stinkfly who avoids Slamworm. Slamworm turns into Buglizard who grabs Stinkfly with his tail and he reverts back to Ben.

Rook saw Khyber as he stated, "Time to finish this!"

Meanwhile, Ben turns into Crashhopper who gets free of Buglizard and starts kicking him. Rook shoots Khyber who deflects one of his blasts and knocks Rook out. He then whistles to his dog again, turning Buglizard into Mucilator which traps Crashhopper. Ben finally transforms into Humungousaur, who battles Mucilator and gains the upper hand. Khyber eventually blasts Rook with some solid fumes trapping him to the floor.

"Okay, Khyber," Alex stated, "You now have to deal with me."

"Hope you are stronger than your friend," Khyber replied, taking a stance.

"Much stronger," Alex responded.

That's when Alex realizes, Khyber is the whistle. Khyber whistles again and Mucilator turns into Tyrannopede who overpowers Humungousaur and traps him in a web cocoon. Ben then tries to transform into Way Big but instead, turns into Grey Matter. Khyber then tries to whistle again but Alex zaps him first, knocking him to the ground quickly. Grey Matter then defeated Tyrannopede by using a hephaestan neuro grip. Ben then went flying when the ship started shaking so Ben wanted something that could fly and he transformed into Big Chill. In the fight Khyber was about to deliver the final blow when Big Chill froze him and saved Alex as Rook came to.

The ship then crashed after Rook, Alex, and Big Chill escaped. Khyber and his dog, having survived the crash, were injured. Khyber curses Ben when Malware and Dr. Psychobos appeared. Malware said that Khyber should capture Ben again after his failure.

* * *

><p>That evening, Alex looked at her team. While she did want revenge on Khyber and Specter, her focus was mostly on her mom. She had to get home.<p>

She commented, "I have to go to Middleridge. To give my mom the bad news, you know?"

Ben placed his hand on her shoulder and stated, "I'm going with you."

Rook corrected, "We are going with you."

Alex smiled as she hugged Ben specifically and whispered in his ear, "Thank you."

Ben returned the hug as he replied, whispering, "No, thank you."

Rook watched them and asked, "Ready to go?"

Ben and Alex both nodded as they got in the Proto-TRUK and drove off for Alex's hometown.

* * *

><p><em>AK1028: One season is done and now onwards for season two! This is gonna be interesting, you can be assured of that! Please read and review! And always think outside of the box!<em>


	9. Many Happy Returns

**Many Happy Returns**

After a few days in Middleridge; Ben, Alex, and Rook were home in Bellwood. Ben and Alex decided to help out the local firefighters with a burning apartment complex. The fire fighters had just gotten out the father, who realized that his daughter was inside. Alex transformed into the Princess Ace as she flew inside.

Ben turned into Rath as he groaned, "Let me tell you something new Omnitrix! Even Rath knows that this isn't a job for Rath!"

Alex, while inside, looked around as she saw the little girl in her bed. She gently picked up the little girl, holding her close.

Alex whispered, "Don't worry, little one. I got you."

She flew out, not even realizing that she was leaving the little girl's doll behind. Rath went in after hearing that as Alex followed. Rath fell through the wooden floors with Alex and before either of them could react, they were save by a pink shield. The shield went away as Rath and Alex saw Kevin and Gwen standing there.

Gwen asked, "Did you miss us?"

Kevin greeted, "Hey Tennyson."

Alex blinked as she started to ask, "Aren't they...?"

Rath started to answer, "Yeah, they are! Let me tell you something Kevin E. Leven and Gwen Tennyson, former teammates back from college..."

Kevin looked at Alex and asked, "New girlfriend?"

Alex blushed as she defended, "What? Me and Ben? You are crazy! There's nothing going on between Ben and me."

Gwen smiled and asked, teasingly, "Then why are you insisting on that?"

Alex blushed more (if that was even possible) as she hissed, "Hey, at least I'm not the one that left Ben on his own until Rook and I came!"

Rath added, "Yeah so you don't come in here and try to save Rath and Alexandra!"

Gwen showed them the dolly as she stated, the building shaking, "Yell at us later. Let's go!"

Rath nodded as he ran out with Kevin, Gwen, and Alex. The fire destroyed the building as Ben and Alex turned back to normal.

* * *

><p>The next day, the four of them were at Mr. Smoothies. Ben had introduced Alex to Kevin and Gwen, promising that he would introduce them to Rook later.<p>

Ben stated, "Liking the new look, cos. How's college?"

Gwen replied, "It's exactly like saving the universe. Just replace Vilgax with a pompous art history professor."

Alex responded, "Ouch..."

Gwen nodded in agreement as she told Alex, "But I never thought that someone would be a lot like me. Your powers were inherited from your dad?"

Alex nodded a bit sadly as she explained, "Yeah, he was recently killed too..."

Gwen's facial expression softened as she said, "I'm so sorry."

Alex stated, "It's not your fault. In either event, I'm just glad I could finally meet you two."

Gwen replied, "Same here. Especially since Kevin got off of work so we could come."

Ben interrupted, "Hold it right there. Kevin has a job?"

Kevin explained, "At a garage. My own cot and everything."

As Kevin and Ben went off to talk, Gwen and Alex did the same.

Gwen asked, "So you really aren't dating my cos then, huh?"

Alex blushed as she answered, "Between you and me, I do have a crush on him."

Gwen smiled and stated, "I sensed it when you and Ben fell in that burning building. You wanted to save him more than yourself."

Alex kept blushing as she replied, "Can't hide anything from you Anodites, can we?"

Gwen laughed and responded, "No, not at all."

Kevin questioned, "So she's not your girlfriend?"

Ben answered, "Again, like she said, no. I have a crush on her though."

Kevin stated, "Well, I can see why you do."

Ben smiled as he replied, "Thanks."

Kevin asked, switching subjects, "Is there a place where you can hide me?"

Ben started to answer, looking confused, "From Gwen? Sure, it seems like college had an effect on her but..."

That's when they saw a spaceship in the sky that aimed missiles at them. Gwen protected herself and Alex from it, using her manna. Kevin's car was destroyed.

Kevin groaned, "Ah! My ride! What is it about this town?!"

Gwen protected the four of them as Alex made an electric shield, copying what Gwen was doing. Gwen smiled.

She joked, "And here I thought I was homesick!"

Just then, Rook arrived in the Proto-TRUK as it turns into a jet. Ben uses Bloxx as Alex turns into the Princess Ace to stop it. Kevin then tells Ben that he needs to hide. Ben tries to hide him in Undertown, when the ship returns. Princess Looma Red Wind comes out, strangling Argit. Looma attacks them, and Ben holds her off as Terraspin and with his teams help. Looma defeats him, and attacks Kevin. They escape into the sewers, where Kevin tells them why the Princess is hunting him. When he worked with Argit, he beat Looma in a fight and got an engine for his car, but he had to marry Looma in addition.

"Well, that explains a lot," Rook commented.

"Sorta," Alex stated, shrugging.

"You get used to it," Ben told her.

"May I continue," Kevin asked, annoyed.

"Might as well," Argit answered, "Cause I think Gweny is getting mad."

"I'm not mad," Gwen defended.

Kevin cleared his throat and added that he escaped her clutches, and she has been hunting him down since. Looma returns again, and Ben turns into XLR8 and attacks her. Looma escapes with Kevin and XLR8 chasing after her. Gwen, Alex, and Rook exit the sewers. Above ground, they find Kevin, and XLR8 is receiving a serious beating. Gwen attacks her in her Anodite form as Alex turns into the Princess Ace to help. Then, Gar Red Wind comes. Kevin is about to marry her when Ben challenges Looma to a battle. He changes into Crashhopper. Looma is defeating him when Ben tries to turn into Cannonbolt, but instead gets Clockwork.

"Oh it freaking figures," Alex groaned.

"Yes, it does," Rook agreed.

"C'mon Ben," Kevin cheered.

"He's not gonna do it," Argit said, shaking his head.

"He will," Gwen stated. "I know he will."

Looma beats him again when he turns into Shocksquatch. She still defeats him and he turns into Four Arms. Kevin thinks he has now got a chance to win, but Rook says that female Tetramands are traditionally stronger than males. But, Four Arms defeats her, and it is revealed that female Tetramands marry the ones that beat them in battle. Kevin and Gwen leave, and Looma says she'll be back in three years.

Ben muttered, "Kevin is so dead..."

Rook and Alex look back to see Argit sound asleep.

Rook stated, "A good ending for him today."

Alex sighed as she added, "And a weird day for us..."

* * *

><p><em>AK1028: That is very true, Alex. Very true indeed. Please read and review! And always think outside of the box!<em>


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